Attending HOA Meetings in Arkansas

The decisions that affect your home — budgets, rules, assessments — usually get made at meetings. In Arkansas, there is no single statute that tells an HOA how to run them, so the rules come from several layers at once: the bylaws, the Arkansas Nonprofit Corporation Act of 1993 for incorporated associations it governs, and, for communities that opted in, the Horizontal Property Act. For your specific situation, a licensed Arkansas attorney is the right resource. This is general information, not legal advice.

The limitation up front: board meetings aren't opened by these statutes

Arkansas has no general HOA act, and nothing in the provisions of the Nonprofit Corporation Act of 1993 and the Horizontal Property Act discussed here gives owners a right to attend board meetings or to speak at them. The board-meeting sections of the Nonprofit Corporation Act (§§ 4-33-820 to 4-33-825) deal with how directors meet, and the notice they address is notice to directors: "regular meetings of the board may be held without notice," and special board meetings need "at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting" (§ 4-33-822(a)–(b)). Unless the articles or bylaws provide otherwise, the board may also act with no meeting at all if "the action is taken by all members of the board," evidenced by written consents included in the minutes (§ 4-33-821(a)).

That means whether owners can sit in on board meetings — and whether they get notice of them — is usually a question for the bylaws and declaration. Bylaws can open board meetings to owners or require notice to them; the statutes discussed here don't.

Members' meetings under the Nonprofit Corporation Act

Many Arkansas HOAs are incorporated as nonprofits, and the 1993 Act applies to corporations "incorporated on or after January 1, 1994," plus older ones that elected into it; those that didn't "shall continue to be governed by preexisting law" (§ 4-33-1701). For associations under the 1993 Act, the members' meetings have real statutory structure:

• An annual meeting is required. "A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws" (§ 4-33-701(a)). At it, "[t]he president and chief financial officer shall report on the activities and financial condition of the corporation" (§ 4-33-701(d)(1)). Missing the scheduled date "does not affect the validity of any corporate action" (§ 4-33-701(f)).
• Members can force a special meeting. A special meeting must be held if "the holders of at least five percent (5%) of the voting power" sign and deliver written demands describing its purpose (§ 4-33-702(a)(2)). If notice isn't given within thirty days, "a person signing the demand or demands may set the time and place of the meeting and give notice" (§ 4-33-702(c)). Only business "within the purpose or purposes described in the meeting notice" may be conducted at a special meeting (§ 4-33-702(e)).
• A court can order a meeting. If an annual meeting isn't held "within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting," a member may apply to the circuit court, which "may summarily order a meeting to be held" and may order the corporation to pay the member's costs, "including reasonable counsel fees" (§ 4-33-703(a), (c)).

Notice windows for members' meetings

The Act requires notice "consistent with its bylaws ... in a fair and reasonable manner" (§ 4-33-705(a)). Notice is treated as fair and reasonable when members are told the place, date, and time "no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date," and when a special-meeting notice "includes a description of the matter or matters for which the meeting is called" (§ 4-33-705(c)). Other methods "may also be fair and reasonable when all the circumstances are considered" (§ 4-33-705(b)), so the bylaws matter here too.

One detail worth knowing: attending a meeting generally waives a notice objection "unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting" (§ 4-33-706(b)(1)).

Quorum, proxies, and voting without a meeting

• Quorum. Unless the Act, articles, or bylaws set a different figure, "ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum" (§ 4-33-722(a)). With less than one-third of the voting power present, only "matters that are described in the meeting notice" may be voted on at an annual or regular meeting (§ 4-33-722(d)).
• Proxies. "Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy," and an appointment "is valid for eleven (11) months unless a different period is expressly provided," capped at three years (§ 4-33-724(a)–(b)).
• Written ballots and consents. Unless the articles or bylaws limit it, member action can be taken by written ballot delivered "to every member entitled to vote on the matter" (§ 4-33-708(a)), or by written consent of members "holding at least eighty percent (80%) of the voting power," with written notice to members who didn't sign (§ 4-33-704(a), (d)).

Condominiums under the Horizontal Property Act

For communities that opted into the Horizontal Property Act, the Act sends meeting procedure to the recorded bylaws but requires those bylaws to cover certain points. Under § 18-13-108(b)(2), the bylaws "must necessarily provide" the "[m]ethod of calling or summoning the co-owners to assemble, that a majority of at least fifty-one percent (51%) is required to adopt decisions, who is to preside over the meeting, and who will keep the minute book wherein the resolutions shall be recorded." The HPA defines "majority of co-owners" by value — "fifty-one percent (51%) or more of the basic value of the property as a whole" (§ 18-13-102(9)). For an incorporated condominium association, the Nonprofit Corporation Act layer above generally applies as well.

Minutes and the members' list

If you couldn't attend, the minutes show what happened — but Arkansas's records rules are layered too. The 1993 Act's member inspection right covers the members' list for a meeting, available "beginning two (2) business days after notice is given of the meeting ... and continuing through the meeting" (§ 4-33-720(b)). Access to minutes generally comes from the bylaws (which, in an HPA regime, must say who keeps the minute book) or, for older nonprofits still under it, the 1963 Act, which requires "[a] record of the proceedings of its members, board of directors, and committees" and provides that "[a]ll books and records of a corporation may be inspected by any member for any proper purpose at any reasonable time" (§ 4-28-218(c), (e)). See Getting Your HOA's Records in Arkansas for how those pieces fit.

What people generally do

For owners who want a voice in an Arkansas association, a few things commonly matter:

• Whether the bylaws open board meetings to owners or provide notice of them — since the statutes discussed here don't.
• Whether member meetings were noticed within the § 4-33-705 window and described the business to be taken up.
• The 5% special-meeting demand in § 4-33-702 and the court-ordered meeting in § 4-33-703, when an annual meeting simply isn't held.
• Whether a rule or assessment was adopted at a properly noticed meeting — a question that often comes up in disputes over fines, rules that may be unenforceable, and the assessment lien.
• If a meeting dispute can't be resolved with the board, the courts and a licensed Arkansas attorney are the available resources; see Enforcing Your Rights Against an HOA in Arkansas.

For the full picture of which laws apply to a given community — including federal law such as the Fair Housing Act — see Which Arkansas Laws Govern Your HOA or Condo? and the Arkansas HOA law hub.

Frequently asked questions

Can I attend my Arkansas HOA's board meetings?

Nothing in the provisions of the Nonprofit Corporation Act of 1993 and the Horizontal Property Act discussed here guarantees owners a right to attend HOA board meetings. The Nonprofit Corporation Act's board-meeting sections address notice to directors, not to members (§ 4-33-822), so attendance rights for owners usually come from the bylaws or declaration.

How much notice does an Arkansas HOA have to give for a members' meeting?

For associations under the 1993 Nonprofit Corporation Act, notice is fair and reasonable if it is given no fewer than 10 days (30 if mailed by other than first class or registered mail) and no more than 60 days before the meeting, and, for a special meeting, includes a description of the matter or matters for which it is called (§ 4-33-705(c)); only business within that described purpose may be conducted at a special meeting (§ 4-33-702(e)). The bylaws may set their own method, which still has to be fair and reasonable.

Can Arkansas homeowners call a special meeting themselves?

Under § 4-33-702(a)(2), members holding at least 5% of the voting power can deliver signed written demands describing the meeting's purpose. If the association doesn't give notice within thirty days, a person who signed the demand may set the time and place and give notice (§ 4-33-702(c)).

What if my Arkansas HOA never holds an annual meeting?

The 1993 Act requires an annual members' meeting (§ 4-33-701(a)). If one isn't held within the earlier of six months after the fiscal year ends or fifteen months after the last annual meeting, a member may apply to the circuit court, which may order a meeting and may order the association to pay the member's costs (§ 4-33-703). Whether that applies depends on the facts and on which nonprofit act governs the association.

Sources

• Ark. Code Title 4, Ch. 33 — Arkansas Nonprofit Corporation Act of 1993
• Ark. Code § 4-33-701 — Annual and regular meetings
• Ark. Code § 4-33-702 — Special meeting
• Ark. Code § 4-33-703 — Court-ordered meeting
• Ark. Code § 4-33-704 — Action by written consent
• Ark. Code § 4-33-705 — Notice of meeting
• Ark. Code § 4-33-706 — Waiver of notice
• Ark. Code § 4-33-708 — Action by written ballot
• Ark. Code § 4-33-720 — Members' list for meeting
• Ark. Code § 4-33-722 — Quorum requirements
• Ark. Code § 4-33-724 — Proxies
• Ark. Code § 4-33-821 — Board action without meeting
• Ark. Code § 4-33-822 — Call and notice of board meetings
• Ark. Code § 4-33-1701 — Application to existing domestic corporations
• Ark. Code § 4-28-218 — Books and accounting records (1963 Nonprofit Corporation Act)
• Ark. Code § 18-13-108 — Bylaws (Horizontal Property Act)
• Ark. Code § 18-13-102 — Definitions (Horizontal Property Act)
• Ark. Code §§ 18-13-101 to 18-13-120 — Horizontal Property Act (chapter)